Annual report 2025
  • Home
  • /
  • Description of the Corporate Governance System

Description of the Corporate Governance System

The Bank views corporate governance as a means to increase the efficiency of its performance, ensure transparency and accountability, strengthen its reputation, and reduce the costs of raising capital, as well as its contribution to ensuring the rule of law in the Republic of Kazakhstan and a factor determining the Bank's position in the modern economy and society as a whole.

Corporate governance of the Bank is built on the foundations of fairness, honesty, responsibility, transparency, professionalism, and competence. An effective corporate governance structure implies respect for the rights and interests of all parties interested in the activities of the Bank and contributes to the successful operation of the Bank, including the growth of its value, maintenance of financial stability, and profitability.

Relationships between participants in the corporate governance system of the Bank are regulated by the Corporate Governance Code and other internal documents of the Bank developed on the basis of international practice. The corporate governance structure of the Bank complies with the legislation and defines the separation of duties among the bodies of the Bank.

The principles of corporate governance of the Bank, in accordance with the Corporate Governance Code of the Bank, are:

1)   the principle of separation of powers;

2)   the principle of protecting the rights and interests of the Sole Shareholder of the Bank provided for in accordance with the civil and banking legislation of the Republic of Kazakhstan, the legislation of the Republic of Kazakhstan on joint-stock companies, and supporting the realization of these rights and interests;

3)   the principle of effective management of the Bank by the Board of Directors and the Management Board;

4)   the principle of sustainable development;

5)   the principle of risk management, internal control, and internal audit;

6)   the principle of regulating corporate conflicts and conflicts of interest;

7)   the principle of ensuring timely and reliable disclosure of information on the activities of the Bank in accordance with the banking legislation of the Republic of Kazakhstan, the legislation of the Republic of Kazakhstan on state regulation, control, and supervision of the financial market and financial organizations, the legislation of the Republic of Kazakhstan on currency regulation and currency control, on payments and payment systems, on the securities market, on combating the legalization (laundering) of proceeds from crime and the financing of terrorism, and on joint-stock companies;

8)   the principle of compliance of the scale and nature of the Bank's activities with its structure, risk profile, and the business model of the Bank;

9)   the principle of access for members of the Board of Directors of the Bank to complete, up-to-date, and timely information on the activities of the Bank to perform their duties.

An assessment of the corporate governance system is carried out by the Internal Audit Department of the Bank periodically, but at least once every two years, according to the requirements of the Rules on Organizing Internal Audit of the Bank.

According to paragraph 3 of Article 182 of the Law of the Republic of Kazakhstan "On State Property", an independent assessment of corporate governance must be conducted at least once every three years by joint-stock companies controlled by the state (except for the National Welfare Fund). In 2024, an external assessment of the Bank's corporate governance was conducted for compliance with the criteria of the Assessment Methodology for the Corporate Governance System of JSC "Otbasy Bank". Based on the results of the external assessment, the compliance level is at a sufficiently high level and stood at 95.4% (corresponding to an "adequate" rating).